0001031316false00010313162021-08-032021-08-03

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 3, 2021

Franklin Street Properties Corp.

(Exact name of registrant as specified in its charter)

Maryland

001-32470

04-3578653

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

401 Edgewater Place, Suite 200, Wakefield,
Massachusetts

01880

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (781) 557-1300

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

    

Trading Symbol (s)

    

Name of each exchange on which registered

Common Stock, $.0001 par value per share

FSP

NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

1

Item 2.02.  Results of Operations and Financial Condition.

On August 3, 2021, Franklin Street Properties Corp. (the “Registrant”) announced its financial results for the three and six months ended June 30, 2021.  The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.  The press release references certain supplemental operating and financial data that is now available on the Registrant’s website.  A copy of the supplemental operating and financial data is attached hereto as Exhibit 99.2 and is incorporated by reference herein.  

The information in this Form 8-K (including Exhibits 99.1 and 99.2) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01.  Financial Statements and Exhibits.

(d)Exhibits

2

Exhibit No.

    

Description

99.1

Press Release issued by Franklin Street Properties Corp. on August 3, 2021.

99.2

Supplemental Operating and Financial Data for the Second Quarter of 2021.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FRANKLIN STREET PROPERTIES CORP.

Date: August 3, 2021

By:

/s/ George J. Carter

George J. Carter

Chief Executive Officer

4

Exhibit 99.1

PRESS RELEASE

Franklin Street Properties Corp.

401 Edgewater Place Suite 200 Wakefield, Massachusetts 01880 (781) 557-1300 www.fspreit.com

Contact: Georgia Touma (877) 686-9496

For Immediate Release

Franklin Street Properties Corp. Announces

Second Quarter 2021 Results

_______________________________________

Maintains 2021 Disposition Guidance

Anticipates Aggregate Gross Proceeds of Approximately $350 Million to $450 Million

Sale Proceeds to be Primarily Used for Repayment of Debt

FSP Remains Committed to its Sunbelt and Mountain West Market Focus

_______________________________________

Wakefield, MA—August 3, 2021—Franklin Street Properties Corp. (the “Company”, “FSP”, “we” or “our”) (NYSE American:  FSP), a real estate investment trust (REIT), announced its results for the second quarter ended June 30, 2021.    

George J. Carter, Chairman and Chief Executive Officer, commented as follows:

“As the second half of 2021 begins, FSP remains focused on its two previously stated primary objectives for full year 2021: strengthening the balance sheet through debt reduction and leasing progress.

From the perspective of strengthening the balance sheet, during the second quarter ended June 30, 2021, we sold four properties for aggregate gross proceeds of approximately $237 million and used the proceeds primarily to repay debt:  We repaid approximately $155 million of term loan indebtedness and all of the approximately $47.5 million that had been drawn under our revolving line of credit.  As of June 30, 2021, our full $600 million revolving line of credit was available for use and we had approximately $24 million in cash on our balance sheet.

From a leasing perspective, we continue to see increasing exploratory activity by existing and new prospective tenants at our properties.  Converting prospective tenant interest and activity into actual, signed leases is generally taking longer than has historically been the case.   We believe that this is primarily due to tenant uncertainty regarding the strength and durability of the post-COVID-19 economy and, as a consequence, delayed decision making regarding the amount and configuration of office space needed to accommodate employees.  Discussions with prospective tenants have convinced us that businesses will have better clarity on these subjects by Fall 2021.

At this time, we are reaffirming our previously announced 2021 disposition guidance to be in the range of $350 million to $450 million in aggregate gross proceeds, inclusive of the $237 million of gross proceeds in 2021 realized to date.  We are also continuing our suspension of Net Income and FFO guidance due primarily to uncertainty surrounding the timing and amount of proceeds from further property dispositions.  Proceeds from additional property dispositions will continue to be used primarily for debt reduction.  However, the prices achieved in our dispositions have confirmed our belief that our stock price may at times not be fully reflective of the value of our underlying assets.  As a result, we may use a portion of proceeds from asset sales for the repurchase of up to $50 million of our outstanding common shares as market conditions warrant pursuant to our previously announced stock repurchase program.

We expect to make continued progress in achieving our objectives over the balance of 2021.”  


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Financial Highlights

GAAP net income was $16.2 million, or $0.15 for the three months ended June 30, 2021.  
Funds From Operations (FFO) was $14.8 million, or $0.14 per basic and diluted share, for the three months ended June 30, 2021.  
We pulled forward approximately $2.0 million of costs included in interest expense from breaking interest rate swaps and writing off deferred financing costs related to two term loans that were repaid on June 4, 2021.  These costs would have been incurred in the second half of 2021 if the term loans had not been repaid.  FFO excluding these pulled forward costs would have been $16.7 million, or $0.16 per basic and diluted share for the three months ended June 30, 2021.      
Adjusted Funds From Operations (AFFO) was $0.05 per basic and diluted share for the three months ended June 30, 2021.  
As noted above, we pulled forward approximately $1.9 million of costs included in interest expense from breaking interest rate swaps related to two term loans that were repaid on June 4, 2021.  AFFO excluding these pulled forward costs would have been $6.8 million, or $0.06 per basic and diluted share for the three months ended June 30, 2021.  
During the three months ended June 30, 2021, we repaid approximately $155 million of term loan indebtedness and all of the approximately $47.5 million that was drawn under our revolving line of credit.      
Since September 30, 2020, we have strengthened our balance sheet by repaying approximately $235 million of indebtedness from the proceeds of asset sales.  As of September 30, 2020, our total indebtedness was approximately $1 billion, and as of June 30, 2021, our total indebtedness was approximately $765 million.      
We have $624.2 million of liquidity as of June 30, 2021, consisting of $24.2 million of cash and $600.0 million available to draw under our revolving line of credit.    
Our debt is entirely unsecured and we have no scheduled debt maturities until January 12, 2022, when the revolving line of credit matures, which had no amount drawn at June 30, 2021.      

Investment Update

On May 27, 2021, we sold One Ravinia, Two Ravinia and One Overton Park in Atlanta Georgia for aggregate gross proceeds of approximately $219.5 million.
On June 29, 2021, we sold Loudoun Technology Center in Sterling, Virginia for gross proceeds of approximately $17.3 million.
Continue to actively work on the potential sale of select properties that we believe have met their near-term value objectives and whose value may not be accurately reflected in our share price.
Reaffirming 2021 disposition guidance to be in the range of $350 to $450 million in aggregate gross proceeds.  Disposition proceeds intended to be used primarily for strengthening the balance sheet through debt reduction.
Current and potential disposition properties include: One and Two River Crossing in Indianapolis, Indiana; Timberlake Corporate Center in Chesterfield, Missouri; Meadow Point and Stonecroft in Chantilly, Virginia; and Innsbrook Corporate Center in Glen Allen, Virginia.  

Leasing Update

   

The list of potential tenant prospects continues to grow with increasing anticipation and optimism in regards to improving occupancies in the fall months ahead.  We are currently tracking approximately 850,000 square feet of new prospective tenants, of which 500,000 square feet represents potential net absorption in the next nine months.  In addition, we are currently working with approximately 100,000 square feet of existing tenants for renewals, early extensions and potential expansions.  
During the first half of 2021, we leased approximately 563,000 square feet, of which approximately 465,000 square feet was with existing tenants.   During the year ended December 31, 2020, we leased approximately 1,130,000 square feet, of which approximately 762,000 square feet was with existing tenants.  

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Our directly owned real estate portfolio of 30 owned properties (including one redevelopment property) totaling approximately 8.3 million square feet, was approximately 78.5% leased as of June 30, 2021, compared to approximately 81.0% leased as of March 31, 2021.  The decrease in the leased percentage is primarily a result of property dispositions of properties that on average had a higher percentage of available space leased than the balance of our property portfolio during the second quarter ended June 30, 2021.          
Lease expirations for the remainder of 2021 are approximately 139,000 square feet, representing approximately 1.7% of our owned portfolio.    
The weighted average GAAP base rent per square foot achieved on leasing activity during the six months ended June 30, 2021 was $29.51, or 0.8% higher than average rents in the respective properties as applicable compared to the year ended December 31, 2020.  The average lease term on leases in the six months ended June 30, 2021, was 8.3 years compared to 8.3 years for the full year of 2020.  Overall the portfolio weighted average rent per occupied square foot was $30.89 as of June 30, 2021 compared to $29.60 as of December 31, 2020.

Dividend Update

On July 6, 2021, the Company announced that its Board of Directors declared a regular quarterly cash dividend for the three months ended June 30, 2021 of $0.09 per share of common stock that will be paid on August 5, 2021 to stockholders of record on July 16, 2021.          

Non-GAAP Financial Information

A reconciliation of Net income to FFO, AFFO and Sequential Same Store NOI and our definitions of FFO, AFFO and Sequential Same Store NOI can be found on Supplementary Schedules H and I.    

2021 Net Income, FFO and Disposition Guidance

At this time, due primarily to uncertainty surrounding the timing and amount of proceeds received from property dispositions, we are continuing suspension of Net Income and FFO guidance.  However, we are maintaining our previously announced disposition guidance for full-year 2021, as we execute on our strategy to dispose of certain properties that we believe have met their near-term value objectives and whose value may not be accurately reflected in our share price. Anticipated dispositions in 2021 are estimated to result in aggregate gross proceeds in the range of approximately $350 million to $450 million, inclusive of the $237 million of gross proceeds in 2021 realized to date.  We intend to use the proceeds of any such dispositions primarily for the repayment of debt under our revolving line of credit and term loan facilities, repurchases of our stock, any special distributions required to meet REIT requirements, and general corporate purposes.  This guidance reflects our current expectations of economic and market conditions and is subject to change.  We will update our disposition guidance quarterly in our earnings releases.  There can be no assurance that the Company’s actual results will not differ materially from the estimates set forth above.  

Real Estate Update

Supplementary schedules provide property information for the Company’s owned and managed real estate portfolio as of June 30, 2021.  The Company will also be filing an updated supplemental information package that will provide stockholders and the financial community with additional operating and financial data.  The Company will file this supplemental information package with the SEC and make it available on its website at www.fspreit.com.

Today’s news release, along with other news about Franklin Street Properties Corp., is available on the Internet at www.fspreit.com.  We routinely post information that may be important to investors in the Investor Relations section of our website.  We encourage investors to consult that section of our website regularly for important


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information about us and, if they are interested in automatically receiving news and information as soon as it is posted, to sign up for E-mail Alerts.  

Earnings Call

A conference call is scheduled for August 4, 2021 at 11:00 a.m. (ET) to discuss the second quarter 2021 results. To access the call, please dial 1-800-464-8240. Internationally, the call may be accessed by dialing 1-412-902-6521. To access the call from Canada, please dial 1-866-605-3852. To listen via live audio webcast, please visit the Webcasts & Presentations section in the Investor Relations section of the Company's website (www.fspreit.com) at least ten minutes prior to the start of the call and follow the posted directions. The webcast will also be available via replay from the above location starting one hour after the call is finished.      

About Franklin Street Properties Corp.

Franklin Street Properties Corp., based in Wakefield, Massachusetts, is focused on infill and central business district (CBD) office properties in the U.S. Sunbelt and Mountain West, as well as select opportunistic markets.  FSP seeks value-oriented investments with an eye towards long-term growth and appreciation, as well as current income.  FSP is a Maryland corporation that operates in a manner intended to qualify as a real estate investment trust (REIT) for federal income tax purposes.  To learn more about FSP please visit our website at www.fspreit.com.

Forward-Looking Statements

Statements made in this press release that state FSP’s or management’s intentions, beliefs, expectations, or predictions for the future may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  This press release may also contain forward-looking statements, such as those relating to our ability to lease space in the future, expectations for dispositions and the repayment of debt in future periods, value creation/enhancement in future periods and expectations for growth and leasing activities in future periods that are based on current judgments and current knowledge of management and are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements.  Accordingly, readers are cautioned not to place undue reliance on forward-looking statements.  Investors are cautioned that our forward-looking statements involve risks and uncertainty, including without limitation, adverse changes in general economic or local market conditions, including as a result of the COVID-19 pandemic and other potential infectious disease outbreaks and terrorist attacks or other acts of violence, which may negatively affect the markets in which we and our tenants operate, increasing interest rates, disruptions in the debt markets, economic conditions in the markets in which we own properties, risks of a lessening of demand for the types of real estate owned by us, adverse changes in energy prices, which if sustained, could negatively impact occupancy and rental rates in the markets in which we own properties, including energy-influenced markets such as Dallas, Denver and Houston, uncertainty relating to the completion and timing of the disposition of properties under agreement, any inability to dispose of other properties on acceptable terms and any delays in the timing of any such anticipated dispositions, changes in government regulations and regulatory uncertainty, uncertainty about governmental fiscal policy, geopolitical events and expenditures that cannot be anticipated such as utility rate and usage increases, delays in construction schedules, unanticipated increases in construction costs, unanticipated repairs, additional staffing, insurance increases and real estate tax valuation reassessments.  See the “Risk Factors” set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020, as the same may be updated from time to time in subsequent filings with the United States Securities and Exchange Commission.  Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, acquisitions, dispositions, performance or achievements.  We will not update any of the forward-looking statements after the date of this press release to conform them to actual results or to changes in our expectations that occur after such date, other than as required by law.  


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Franklin Street Properties Corp.

Earnings Release

Supplementary Information

Table of Contents

Franklin Street Properties Corp. Financial Results

A-C

Real Estate Portfolio Summary Information

D

Portfolio and Other Supplementary Information

E

Percentage of Leased Space

F

Largest 20 Tenants – FSP Owned Portfolio

G

Reconciliation and Definitions of Funds From Operations (FFO) and Adjusted

Funds From Operations (AFFO)

H

Reconciliation and Definition of Sequential Same Store results to Property Net

Operating Income (NOI) and Net Loss

I


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Franklin Street Properties Corp. Financial Results

Supplementary Schedule A

Condensed Consolidated Statements of Operations

(Unaudited)

For the

For the

Three Months Ended

Six Months Ended

June 30,

June 30,

(in thousands, except per share amounts)

  

2021

  

2020

  

2021

  

2020

 

Revenue:

Rental

$

55,722

$

60,398

$

114,345

$

122,965

Related party revenue:

Management fees and interest income from loans

417

405

827

808

Other

6

5

12

18

Total revenue

56,145

60,808

115,184

123,791

Expenses:

Real estate operating expenses

15,352

15,470

31,291

32,768

Real estate taxes and insurance

11,895

12,307

24,261

24,069

Depreciation and amortization

19,136

22,245

43,517

44,583

General and administrative

3,962

3,817

8,108

7,342

Interest

10,054

8,980

18,654

18,043

Total expenses

60,399

62,819

125,831

126,805

Loss on extinguishment of debt

(167)

(167)

Gain on sale of properties, net

20,626

20,626

Income (loss) before taxes

16,205

(2,011)

9,812

(3,014)

Tax expense

56

64

123

132

Net income (loss)

$

16,149

$

(2,075)

$

9,689

$

(3,146)

Weighted average number of shares outstanding, basic and diluted

107,359

107,287

107,344

107,278

Net income (loss) per share, basic and diluted

$

0.15

$

(0.02)

$

0.09

$

(0.03)


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Franklin Street Properties Corp. Financial Results

Supplementary Schedule B

Condensed Consolidated Balance Sheets

(Unaudited)

June 30,

December 31,

(in thousands, except share and par value amounts)

    

2021

    

2020

 

Assets:

Real estate assets:

Land

$

170,377

$

189,155

Buildings and improvements

1,731,690

1,938,629

Fixtures and equipment

11,643

12,949

1,913,710

2,140,733

Less accumulated depreciation

500,163

538,717

Real estate assets, net

1,413,547

1,602,016

Acquired real estate leases, less accumulated amortization of $50,431 and $55,447, respectively

21,932

28,206

Cash, cash equivalents and restricted cash

24,180

4,150

Tenant rent receivables

3,116

7,656

Straight-line rent receivable

61,475

67,789

Prepaid expenses and other assets

5,405

5,752

Related party mortgage loan receivables

21,000

21,000

Office computers and furniture, net of accumulated depreciation of $1,166 and $1,443, respectively

167

163

Deferred leasing commissions, net of accumulated amortization of $24,840 and $30,411, respectively

49,793

56,452

Total assets

$

1,600,615

$

1,793,184

Liabilities and Stockholders’ Equity:

Liabilities:

Bank note payable

$

$

3,500

Term loans payable, less unamortized financing costs of $1,849 and $2,677, respectively

563,151

717,323

Series A & Series B Senior Notes, less unamortized financing costs of $740 and $822, respectively

199,260

199,178

Accounts payable and accrued expenses

50,799

72,058

Accrued compensation

2,309

3,918

Tenant security deposits

6,807

8,677

Lease liability

1,350

1,536

Other liabilities: derivative liabilities

9,425

17,311

Acquired unfavorable real estate leases, less accumulated amortization of $3,320 and $4,031, respectively

829

1,592

Total liabilities

833,930

1,025,093

Commitments and contingencies

Stockholders’ Equity:

Preferred stock, $.0001 par value, 20,000,000 shares authorized, none issued or outstanding

Common stock, $.0001 par value, 180,000,000 shares authorized, 107,394,763 and 107,328,199 shares issued and outstanding, respectively

11

11

Additional paid-in capital

1,357,469

1,357,131

Accumulated other comprehensive loss

(9,425)

(17,311)

Accumulated distributions in excess of accumulated earnings

(581,370)

(571,740)

Total stockholders’ equity

766,685

768,091

Total liabilities and stockholders’ equity

$

1,600,615

$

1,793,184


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Franklin Street Properties Corp. Financial Results

Supplementary Schedule C

Condensed Consolidated Statements of Cash Flows

(Unaudited)

For the

Six Months Ended

June 30,

(in thousands)

    

2021

    

2020

 

Cash flows from operating activities:

Net income (loss)

$

9,689

$

(3,146)

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization expense

44,910

46,055

Amortization of above and below market leases

(38)

(147)

Shares issued as compensation

338

337

Loss on extinguishment of debt

167

Gain on sale of properties, net

(20,626)

Decrease in allowance for doubtful accounts and write-off of accounts receivable

(13)

Changes in operating assets and liabilities:

Tenant rent receivables

4,540

(328)

Straight-line rents

(2,858)

(1,343)

Lease acquisition costs

(623)

(838)

Prepaid expenses and other assets

(485)

21

Accounts payable and accrued expenses

(18,520)

(10,006)

Accrued compensation

(1,609)

(1,122)

Tenant security deposits

(1,870)

(191)

Payment of deferred leasing commissions

(6,926)

(3,682)

Net cash provided by operating activities

6,089

25,597

Cash flows from investing activities:

Property improvements, fixtures and equipment

(36,957)

(43,189)

Proceeds received from sale of properties

228,717

Net cash provided by (used in) investing activities

191,760

(43,189)

Cash flows from financing activities:

Distributions to stockholders

(19,319)

(19,308)

Borrowings under bank note payable

66,500

60,000

Repayments of bank note payable

(70,000)

(30,000)

Repayment on term loan payable

(155,000)

Net cash provided by (used in) financing activities

(177,819)

10,692

Net increase (decrease) in cash, cash equivalents and restricted cash

20,030

(6,900)

Cash, cash equivalents and restricted cash, beginning of year

4,150

9,790

Cash, cash equivalents and restricted cash, end of period

$

24,180

$

2,890


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Franklin Street Properties Corp. Earnings Release

Supplementary Schedule D

Real Estate Portfolio Summary Information

(Unaudited & Approximated)

Commercial portfolio lease expirations (1)

Total

% of

Year

    

Square Feet

    

Portfolio

 

2021

138,940

1.7%

2022

700,637

8.4%

2023

364,384

4.4%

2024

807,949

9.7%

2025

481,670

5.8%

Thereafter (2)

5,846,037

70.0%

8,339,617

100.0%


(1)Percentages are determined based upon total square footage.
(2)Includes 1,683,590 square feet of vacancies at our operating properties and 111,469 square feet of vacancies at our redevelopment property as of June 30, 2021. We define redevelopment properties as properties being developed, redeveloped or where redevelopment is complete, but are in lease-up and that are not stabilized.

(dollars & square feet in 000's)

As of June 30, 2021 (a)

# of

% of

Square

% of

State

    

Properties

    

Investment

    

Portfolio

    

Feet

    

Portfolio

 

Colorado

6

$

545,324

38.6%

2,625

31.5%

Texas

9

336,623

23.8%

2,420

29.0%

Georgia

2

153,949

10.9%

782

9.4%

Minnesota

3

122,575

8.7%

758

9.1%

Virginia

3

67,613

4.8%

548

6.6%

Florida

1

62,229

4.4%

213

2.5%

Illinois

2

45,645

3.2%

372

4.4%

Missouri

2

41,993

3.0%

352

4.2%

Indiana

1

29,894

2.1%

206

2.5%

North Carolina

1

7,702

0.5%

64

0.8%

Total

30

$

1,413,547

100.0%

8,340

100.0%

(a)Includes investment in our redevelopment property. We define redevelopment properties as properties being developed, redeveloped or where redevelopment is complete, but are in lease-up and that are not stabilized.


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Franklin Street Properties Corp. Earnings Release

Supplementary Schedule E

Portfolio and Other Supplementary Information

(Unaudited & Approximated)

Recurring Capital Expenditures

Six Months

(in thousands)

For the Three Months Ended

Ended

    

31-Mar-21

    

30-Jun-21

    

30-Jun-21

Tenant improvements

$

4,491

$

4,277

$

8,768

Deferred leasing costs

2,597

1,922

4,519

Non-investment capex

5,336

3,793

9,129

$

12,424

$

9,992

$

22,416

For the Three Months Ended

Year Ended

    

31-Mar-20

    

30-Jun-20

    

30-Sep-20

    

31-Dec-20

    

31-Dec-20

Tenant improvements

$

10,716

$

13,531

$

8,022

$

837

$

33,106

Deferred leasing costs

2,730

603

2,033

7,432

12,798

Non-investment capex

4,527

6,581

6,373

6,105

23,586

$

17,973

$

20,715

$

16,428

$

14,374

$

69,490

Square foot & leased percentages

June 30,

December 31,

    

2021

    

2020

 

Operating Properties:

Number of properties

29

32

Square feet

8,228,148

9,331,489

Leased percentage

79.5%

85.0%

Redevelopment Properties (a):

Number of properties

1

2

Square feet

111,469

324,651

Leased percentage

0.0%

48.0%

Total Owned Properties:

Number of properties

30

34

Square feet

8,339,617

9,656,140

Leased percentage

78.5%

83.8%

Managed Properties - Single Asset REITs (SARs):

Number of properties

2

2

Square feet

348,545

348,545

Total Operating, Redevelopment and Managed Properties:

Number of properties

32

36

Square feet

8,688,162

10,004,685

(a)We define redevelopment properties as properties being developed, redeveloped or where redevelopment is complete, but are in lease-up and that are not stabilized.


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Franklin Street Properties Corp. Earnings Release

Supplementary Schedule F

Percentage of Leased Space

(Unaudited & Estimated)

First

Second

% Leased (1)

Quarter

% Leased (1)

Quarter

as of

Average %

as of

Average %

    

Property Name

    

Location

    

Square Feet

    

31-Mar-21

    

Leased (2)

    

30-Jun-21

    

Leased (2)

 

1

FOREST PARK

Charlotte, NC

64,198

78.4%

78.4%

78.4%

78.4%

2

MEADOW POINT

Chantilly, VA

138,537

91.1%

91.1%

91.1%

91.1%

3

TIMBERLAKE

Chesterfield, MO

234,496

100.0%

100.0%

100.0%

100.0%

4

TIMBERLAKE EAST

Chesterfield, MO

117,036

100.0%

100.0%

100.0%

100.0%

5

NORTHWEST POINT

Elk Grove Village, IL

177,095

100.0%

100.0%

100.0%

100.0%

6

PARK TEN

Houston, TX

157,460

71.7%

71.7%

71.7%

71.7%

7

PARK TEN PHASE II

Houston, TX

156,746

95.0%

95.0%

95.0%

95.0%

8

GREENWOOD PLAZA

Englewood, CO

196,236

100.0%

100.0%

100.0%

100.0%

9

ADDISON

Addison, TX

289,325

83.7%

83.7%

83.7%

83.7%

10

COLLINS CROSSING

Richardson, TX

300,887

84.4%

83.8%

84.4%

84.4%

11

INNSBROOK

Glen Allen, VA

298,183

57.2%

57.2%

57.2%

57.2%

12

RIVER CROSSING

Indianapolis, IN

205,729

100.0%

100.0%

100.0%

100.0%

13

LIBERTY PLAZA

Addison, TX

216,952

74.1%

74.1%

79.0%

79.0%

14

380 INTERLOCKEN

Broomfield, CO

240,359

76.0%

76.0%

60.5%

60.5%

15

390 INTERLOCKEN

Broomfield, CO

241,512

99.4%

99.4%

99.4%

99.4%

16

BLUE LAGOON

Miami, FL

213,182

73.1%

73.1%

73.1%

73.1%

17

ELDRIDGE GREEN

Houston, TX

248,399

100.0%

100.0%

100.0%

100.0%

ONE OVERTON PARK

Atlanta, GA

95.5%

95.6%

(4)

(4)

LOUDOUN TECH

Dulles, VA

98.9%

98.9%

(5)

(5)

18

4807 STONECROFT (3)

Chantilly, VA

111,469

0.0%

0.0%

0.0%

0.0%

19

121 SOUTH EIGHTH ST

Minneapolis, MN

298,121

92.0%

92.2%

91.6%

91.8%

20

801 MARQUETTE AVE

Minneapolis, MN

129,821

91.8%

91.8%

91.8%

91.8%

21

LEGACY TENNYSON CTR

Plano, TX

207,049

41.1%

60.7%

41.1%

41.1%

22

ONE LEGACY

Plano, TX

214,110

56.4%

56.4%

56.4%

56.4%

23

909 DAVIS

Evanston, IL

195,098

93.3%

93.3%

93.3%

93.3%

ONE RAVINIA DRIVE

Atlanta, GA

80.8%

80.8%

(4)

(4)

TWO RAVINIA

Atlanta, GA

68.6%

68.7%

(4)

(4)

24

WESTCHASE I & II

Houston, TX

629,025

52.4%

52.4%

54.4%

54.4%

25

1999 BROADWAY

Denver, CO

680,255

67.2%

72.4%

66.5%

66.5%

26

999 PEACHTREE

Atlanta, GA

621,946

84.5%

84.5%

85.0%

84.8%

27

1001 17TH STREET

Denver, CO

655,420

96.0%

96.0%

95.2%

95.5%

28

PLAZA SEVEN

Minneapolis, MN

330,096

86.7%

87.3%

85.5%

85.5%

29

PERSHING PLAZA

Atlanta, GA

160,145

98.9%

98.9%

12.4%

70.1%

30

600 17TH STREET

Denver, CO

610,730

87.5%

87.7%

84.9%

85.5%

OWNED PORTFOLIO

8,339,617

81.0%

81.8%

78.5%

79.8%


(1)% Leased as of month's end includes all leases that expire on the last day of the quarter.
(2)Average quarterly percentage is the average of the end of the month leased percentage for each of the three months during the quarter.
(3)We define redevelopment properties as properties being developed, redeveloped or where redevelopment is complete, but are in lease-up and that are not stabilized.
(4)Properties sold on May 27, 2021.
(5)Property sold on June 29, 2021.


-12-

Franklin Street Properties Corp. Earnings Release

Supplementary Schedule G

Largest 20 Tenants – FSP Owned Portfolio

(Unaudited & Estimated)

The following table includes the largest 20 tenants in FSP’s owned portfolio based on total square feet:

As of June 30, 2021

% of

    

Tenant

    

Sq Ft

    

Portfolio

 

1

Centene Management Company, LLC

317,101

3.8%

2

CITGO Petroleum Corporation

248,399

3.0%

3

Ovintiv USA Inc.

234,495

2.8%

4

Eversheds Sutherland (US) LLP

179,868

2.2%

5

EOG Resources, Inc.

169,167

2.0%

6

US Government

168,573

2.0%

7

The Vail Corporation

164,636

2.0%

8

Lennar Homes, LLC

155,808

1.9%

9

Citicorp Credit Services, Inc

146,260

1.7%

10

Kaiser Foundation Health Plan

120,979

1.4%

11

Argo Data Resource Corporation

114,200

1.4%

12

VMWare, Inc.

100,853

1.2%

13

Deluxe Corporation

98,922

1.2%

14

Ping Identity Corp.

89,856

1.1%

15

Common Grounds, LLC

76,984

0.9%

16

Somerset CPAs, P.C.

71,163

0.9%

17

ADS Alliance Data Systems, Inc.

67,274

0.8%

18

PricewaterhouseCoopers LLP

66,304

0.8%

19

DirecTV, Inc.

66,226

0.8%

20

Hall and Evans, LLC

65,878

0.8%

Total

2,722,946

32.7%


-13-

Franklin Street Properties Corp. Earnings Release

Supplementary Schedule H

Reconciliation and Definitions of Funds From Operations (“FFO”) and

Adjusted Funds From Operations (“AFFO”)

A reconciliation of Net income to FFO and AFFO is shown below and a definition of FFO and AFFO is provided on Supplementary Schedule I.  Management believes FFO and AFFO are used broadly throughout the real estate investment trust (REIT) industry as measurements of performance.   The Company has included the National Association of Real Estate Investment Trusts (NAREIT) FFO definition as of May 17, 2016 in the table and notes that other REITs may not define FFO in accordance with the current NAREIT definition or may interpret the current NAREIT definition differently.  The Company’s computation of FFO and AFFO may not be comparable to FFO or AFFO reported by other REITs or real estate companies that define FFO or AFFO differently.  

Reconciliation of Net Income to FFO and AFFO:

Three Months Ended

Six Months Ended

June 30,

June 30,

(In thousands, except per share amounts)

   

2021

   

2020

2021

   

2020

   

Net income (loss)

$

16,149

$

(2,075)

$

9,689

$

(3,146)

Gain on sale of properties, net

(20,626)

(20,626)

Depreciation & amortization

19,130

22,170

43,479

44,435

NAREIT FFO

14,653

20,095

32,542

41,289

Lease Acquisition costs

69

99

185

197

Funds From Operations (FFO)

$

14,722

$

20,194

$

32,727

$

41,486

Funds From Operations (FFO)

$

14,722

$

20,194

$

32,727

$

41,486

Amortization of deferred financing costs

853

726

1,560

1,474

Shares issued as compensation

338

337

338

337

Straight-line rent

(1,041)

(377)

(2,945)

(1,343)

Tenant improvements

(4,277)

(13,531)

(8,768)

(24,247)

Leasing commissions

(1,922)

(603)

(4,519)

(3,333)

Non-investment capex

(3,793)

(6,581)

(9,129)

(11,108)

Adjusted Funds From Operations (AFFO)

$

4,880

$

165

$

9,264

$

3,266

Per Share Data

EPS

$

0.15

$

(0.02)

$

0.09

$

(0.03)

FFO

$

0.14

$

0.19

$

0.30

$

0.39

AFFO

$

0.05

$

0.00

$

0.09

$

0.03

Weighted average shares (basic and diluted)

107,359

107,287

107,344

107,278


-14-

Funds From Operations (“FFO”)

The Company evaluates performance based on Funds From Operations, which we refer to as FFO, as management believes that FFO represents the most accurate measure of activity and is the basis for distributions paid to equity holders.  The Company defines FFO as net income or loss (computed in accordance with GAAP), excluding gains (or losses) from sales of property, hedge ineffectiveness, acquisition costs of newly acquired properties that are not capitalized and lease acquisition costs that are not capitalized plus depreciation and amortization, including amortization of acquired above and below market lease intangibles and impairment charges on mortgage loans, properties or investments in non-consolidated REITs, and after adjustments to exclude equity in income or losses from, and, to include the proportionate share of FFO from, non-consolidated REITs.  

FFO should not be considered as an alternative to net income or loss (determined in accordance with GAAP), nor as an indicator of the Company’s financial performance, nor as an alternative to cash flows from operating activities (determined in accordance with GAAP), nor as a measure of the Company’s liquidity, nor is it necessarily indicative of sufficient cash flow to fund all of the Company’s needs.  

Other real estate companies and the National Association of Real Estate Investment Trusts, or NAREIT, may define this term in a different manner.  We have included the NAREIT FFO as of May 17, 2016 in the table and note that other REITs may not define FFO in accordance with the current NAREIT definition or may interpret the current NAREIT definition differently than we do.  

We believe that in order to facilitate a clear understanding of the results of the Company, FFO should be examined in connection with net income or loss and cash flows from operating, investing and financing activities in the consolidated financial statements.

Adjusted Funds From Operations (“AFFO”)

The Company also evaluates performance based on Adjusted Funds From Operations, which we refer to as AFFO.  The Company defines AFFO as (1) FFO, (2) excluding our proportionate share of FFO and including distributions received, from non-consolidated REITs, (3) excluding the effect of straight-line rent, (4) plus the amortization of deferred financing costs, (5) plus the value of shares issued as compensation and (6) less recurring capital expenditures that are generally for maintenance of properties, which we call non-investment capex or are second generation capital expenditures.  Second generation costs include re-tenanting space after a tenant vacates, which include tenant improvements and leasing commissions.  

We exclude development/redevelopment activities, capital expenditures planned at acquisition and costs to reposition a property. We also exclude first generation leasing costs, which are generally to fill vacant space in properties we acquire or were planned for at acquisition.  

AFFO should not be considered as an alternative to net income or loss (determined in accordance with GAAP), nor as an indicator of the Company’s financial performance, nor as an alternative to cash flows from operating activities (determined in accordance with GAAP), nor as a measure of the Company’s liquidity, nor is it necessarily indicative of sufficient cash flow to fund all of the Company’s needs.  Other real estate companies may define this term in a different manner.  We believe that in order to facilitate a clear understanding of the results of the Company, AFFO should be examined in connection with net income or loss and cash flows from operating, investing and financing activities in the consolidated financial statements.  


-15-

Franklin Street Properties Corp. Earnings Release

Supplementary Schedule I

Reconciliation and Definition of Sequential Same Store results to property Net Operating Income (NOI) and Net Income

Net Operating Income (“NOI”)

The Company provides property performance based on Net Operating Income, which we refer to as NOI.  Management believes that investors are interested in this information.  NOI is a non-GAAP financial measure that the Company defines as net income or loss (the most directly comparable GAAP financial measure) plus general and administrative expenses, depreciation and amortization, including amortization of acquired above and below market lease intangibles and impairment charges, interest expense, less equity in earnings of nonconsolidated REITs, interest income, management fee income, hedge ineffectiveness, gains or losses on extinguishment of debt, gains or losses on the sale of assets and excludes non-property specific income and expenses. The information presented includes footnotes and the data is shown by region with properties owned in the periods presented, which we call Sequential Same Store.  The comparative Sequential Same Store results include properties held for the periods presented and exclude our redevelopment properties.  We also exclude properties that have been placed in service, but that do not have operating activity for all periods presented, dispositions and significant nonrecurring income such as bankruptcy settlements and lease termination fees.  NOI, as defined by the Company, may not be comparable to NOI reported by other REITs that define NOI differently. NOI should not be considered an alternative to net income or loss as an indication of our performance or to cash flows as a measure of the Company’s liquidity or its ability to make distributions.  The calculations of NOI and Sequential Same Store are shown in the following table:

Rentable

 

Square Feet

Three Months Ended

Three Months Ended

Inc

%

 

(in thousands)

    

or RSF

    

30-Jun-21

    

31-Mar-21

    

(Dec)

    

Change

 

Region

East

 

437

 

$

685

 

$

592

$

93

 

15.7

%

MidWest

 

1,558

 

5,252

 

5,378

 

(126)

 

(2.3)

%

South

 

3,202

 

9,207

 

9,555

 

(348)

 

(3.6)

%

West

 

2,624

 

9,902

 

10,369

 

(467)

 

(4.5)

%

Property NOI* from Operating Properties

 

7,821

 

25,046

 

25,894

 

(848)

 

(3.3)

%

Dispositions and Redevelopment Properties (a)

519

 

2,954

 

3,867

 

(913)

 

(2.6)

%

NOI*

8,340

 

$

28,000

 

$

29,761

$

(1,761)

 

(5.9)

%

Sequential Same Store

 

$

25,046

 

$

25,894

$

(848)

 

(3.3)

%

Less Nonrecurring

Items in NOI* (b)

 

34

 

32

 

2

 

(0.0)

%

Comparative

Sequential Same Store

 

$

25,012

 

$

25,862

$

(850)

 

(3.3)

%


-16-

Three Months Ended

Three Months Ended

Reconciliation to Net income

30-Jun-21

31-Mar-21

Net income (loss)

 

$

16,149

 

$

(6,460)

Add (deduct):

Loss on extinguishment of debt

 

167

 

Gain on sale of properties, net

 

(20,626)

 

Management fee income

 

(403)

 

(465)

Depreciation and amortization

 

19,136

 

24,381

Amortization of above/below market leases

 

(6)

 

(32)

General and administrative

 

3,962

 

4,146

Interest expense

 

10,054

 

8,600

Interest income

 

(399)

 

(394)

Non-property specific items, net

 

(34)

 

(15)

NOI*

 

$

28,000

 

$

29,761

(a)We define redevelopment properties as properties being developed, redeveloped or where redevelopment is complete, but are in lease-up and that are not stabilized. We also include properties that have been placed in service, but that do not have operating activity for all periods presented.
(b)Nonrecurring Items in NOI include proceeds from bankruptcies, lease termination fees or other significant nonrecurring income or expenses, which may affect comparability.

*Excludes NOI from investments in and interest income from secured loans to non-consolidated REITs.


Exhibit 99.2 

Graphic

Franklin Street Properties Corp.

Supplemental Operating & Financial Data

401 Edgewater Place ~Wakefield, MA 01880

781.557.1300.~ www.fspreit.com


Graphic

Second Quarter 2021
Table of Contents

Page

Page

Company Information

3

Tenant Analysis and Leasing Activity

Tenants by Industry

18

Key Financial Data

20 Largest Tenants with Annualized Rent and Remaining Term

19-20

Financial Highlights

4

Leasing Activity

21

Income Statements

5

Lease Expirations by Square Feet

22

Balance Sheets

6

Lease Expirations with Annualized Rent per Square Foot

23

Cash Flow Statements

7

Redevelopment Activity

24

Property Net Operating Income (NOI)

8

Capital Expenditures

25

Reconciliation

Transaction Activity

26

FFO & AFFO

9

EBITDA

10

Loan Portfolio of Secured Real Estate

27

Property NOI

11

Net Asset Value Components

28

Debt Summary

12

Appendix: Non-GAAP Financial Measures Definitions

Capital Analysis

13

FFO

29

EBITDA and NOI

30

Owned and Managed Portfolio Overview

14-17

AFFO

31

All financial information contained in this supplemental information package is unaudited.  In addition, certain statements contained in this supplemental information package may be deemed to be forward-looking statements within the meaning of the federal securities laws.  Although FSP believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved.  Factors that could cause actual results to differ materially from FSP’s current expectations include adverse changes in general economic or local market conditions, including as a result of the COVID-19 pandemic and other potential infectious disease outbreaks and terrorist attacks or other acts of violence, which may negatively affect the markets in which we and our tenants operate, increasing interest rates, disruptions in the debt markets, economic conditions in the markets in which we own properties, risks of a lessening of demand for the types of real estate owned by us, adverse changes in energy prices, which if sustained, could negatively impact occupancy and rental rates in the markets in which we own properties, including energy-influenced markets such as Dallas, Denver and Houston, uncertainty relating to the completion and timing of the disposition of properties under agreement, any inability to dispose of other properties on acceptable terms and any delays in the timing of any such anticipated dispositions, changes in government regulations and regulatory uncertainty, uncertainty about governmental fiscal policy, geopolitical events and expenditures that cannot be anticipated such as utility rate and usage increases, delays in construction schedules, unanticipated increases in construction costs, unanticipated repairs, additional staffing, insurance increases and real estate tax valuation reassessments.  FSP assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

Graphic

Dominion Towers, Denver, CO

June 30, 2021| Page 2


Graphic

Company Information

Overview

Snapshot (as of June 30, 2021)

Franklin Street Properties Corp., based in Wakefield, Massachusetts, is focused on infill and central business district (CBD) office properties in the U.S. Sunbelt and Mountain West, as well as select opportunistic markets.  FSP seeks value-oriented investments with an eye towards long-term growth and appreciation, as well as current income.  FSP is a Maryland corporation that operates in a manner intended to qualify as a real estate investment trust (REIT) for federal income tax purposes. FSP’s real estate operations include property acquisitions and dispositions, short-term financing, leasing, development and asset management.

Corporate Headquarters

Wakefield, MA

Fiscal Year-End

31-Dec

Total Properties

30 (1)

Total Square Feet

8.3 Million (1)

Trading Symbol

FSP

Exchange

NYSE American

Common Shares Outstanding

107,394,763

Quarterly Dividend

$0.09

Our Business

Dividend Yield

6.8%

As of June 30, 2021, the Company owned and operated a portfolio of real estate consisting of 29 operating  properties, one redevelopment property and two managed Sponsored REITs.  From time-to-time, the Company may acquire, develop or redevelop real estate, make additional secured loans or acquire one of its Sponsored REITs. The Company may also pursue, on a selective basis, the sale of its properties in order to take advantage of the value creation and demand for its properties, or for geographic or property specific reasons.

Total Market Capitalization

$1.3 Billion (2)

Insider Holdings

4.81%

Graphic

Management Team

George J. Carter

Jeffrey B. Carter

Chief Executive Officer and

President and Chief Investment

Chairman of the Board

Officer

John G. Demeritt

Scott H. Carter

Executive Vice President, Chief

Executive Vice President, General

Financial Officer and Treasurer

Counsel and Secretary

John F. Donahue

Eriel Anchondo

Executive Vice President

Executive Vice President and

Chief Operating Officer

Pershing Park Plaza, Atlanta, GA

Inquiries

Inquiries should be directed to: Georgia Touma

877.686.9496 or [email protected]

(1) Includes both operating and redevelopment properties.

(2) Total Market Capitalization is the closing share price multiplied by the number of shares outstanding plus total debt

outstanding.

June 30, 2021| Page 3


Graphic

Summary of Financial Highlights

(in thousands except per share amounts, SF & number of properties)

    

30-Jun-21

    

31-Mar-21

    

31-Dec-20

    

30-Sep-20

    

30-Jun-20

Income Items:

Rental revenue

$

55,722

$

58,623

$

59,408

$

61,834

$

60,398

Total revenue

56,145

59,039

59,810

62,247

60,808

Net income (loss)

16,149

(6,460)

37,440

(1,679)

(2,075)

Adjusted EBITDA (a)*

24,930

26,556

26,409

29,334

29,139

FFO*

14,722

18,005

17,466

20,446

20,194

AFFO*

4,880

4,384

4,867

3,452

165

Per Share Data:

EPS

$

0.15

$

(0.06)

$

0.35

$

(0.02)

$

(0.02)

FFO*

$

0.14

$

0.17

$

0.16

$

0.19

$

0.19

AFFO*

$

0.05

$

0.04

$

0.05

$

0.03

$

0.00

Weighted Average Shares (diluted)

107,359

107,328

107,328

107,328

107,287

Closing share price

$

5.26

$

5.45

$

4.37

$

3.66

$

5.09

Dividend declared

$

0.09

$

0.09

$

0.09

$

0.09

$

0.09

Balance Sheet Items:

Real estate, net

$

1,413,547

$

1,601,613

$

1,602,016

$

1,649,649

$

1,645,898

Other assets, net

187,068

187,820

191,168

190,372

189,537

Total assets, net

1,600,615

1,789,433

1,793,184

1,840,021

1,835,435

Total liabilities, net

833,930

1,033,849

1,025,093

1,102,556

1,089,432

Shareholders' equity

766,685

755,584

768,091

737,465

746,003

Market Capitalization and Debt:

Total Market Capitalization (b)

$

1,329,896

$

1,532,439

$

1,392,524

$

1,392,821

$

1,546,301

Total debt outstanding (excluding unamortized financing costs)

$

765,000

$

947,500

$

923,500

$

1,000,000

$

1,000,000

Debt to Total Market Capitalization

57.5%

61.8%

66.3%

71.8%

64.7%

Net Debt to Adjusted EBITDA ratio (a)*

7.4

8.9

8.7

8.5

8.6

Operating Properties Leasing Statistics (c):

Operating properties assets

29

33

32

32

32

Operating properties total SF

8,228,148

9,548,810

9,331,489

9,526,822

9,508,226

Operating properties % leased

79.5%

81.9%

85.0%

85.6%

84.5%


(a)Includes a $3,084 (or $12,336 annualized) charge during the three months ended December 31, 2020 from a lease write-off of a tenant in the travel industry that filed for bankruptcy on December 21, 2020, and includes accrued rent (all of which was included within rental revenue). Management believes excluding the impact of this write-off may be more useful in making period to period comparisons of our leverage ratio, and if such write-off were excluded, our Net Debt-to-Adjusted EBIDTA* ratio would have been 7.8 at December 31, 2020.
(b)Total Market Capitalization is the closing share price multiplied by the number of shares outstanding plus total debt outstanding on that date.
(c)Excludes redevelopment properties.

*

See pages 9 & 10 for reconciliations of Net income or loss to FFO, AFFO and Adjusted EBITDA, respectively, and the Appendix for Non-GAAP Financial Measures Definitions beginning on page 29.

June 30, 2021| Page 4


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Condensed Consolidated Income Statements

($ in thousands, except per share amounts)

For the

For the

For the Three Months Ended

Six Months Ended

For the Three Months Ended

Year Ended

31-Mar-21

30-Jun-21

30-Jun-21

31-Mar-20

30-Jun-20

30-Sep-20

31-Dec-20

31-Dec-20

Revenue:

Rental

  

$

58,623

  

$

55,722

    

$

114,345

  

  

$

62,567

  

$

60,398

  

$

61,834

  

$

59,408

  

$

244,207

Related party revenue:

Management fees and interest income from loans

410

417

827

403

405

400

402

1,610

Other

6

6

12

13

5

13

31

Total revenue

59,039

56,145

115,184

62,983

60,808

62,247

59,810

245,848

Expenses:

Real estate operating expenses

15,939

15,352

31,291

17,298

15,470

16,730

17,442

66,940

Real estate taxes and insurance

12,366

11,895

24,261

11,762

12,307

12,279

12,042

48,390

Depreciation and amortization

24,381

19,136

43,517

22,338

22,245

22,076

21,899

88,558

General and administrative

4,146

3,962

8,108

3,525

3,817

3,817

3,838

14,997

Interest

8,600

10,054

18,654

9,063

8,980

8,953

9,030

36,026

Total expenses

65,432

60,399

125,831

63,986

62,819

63,855

64,251

254,911

Loss on extinguishment of debt

(167)

(167)

Gain on sale of properties, net

20,626

20,626

41,928

41,928

Income (loss) before taxes on income

(6,393)

16,205

9,812

(1,003)

(2,011)

(1,608)

37,487

32,865

Tax expense on income

67

56

123

68

64

71

47

250

Net income (loss)

$

(6,460)

$

16,149

$

9,689

$

(1,071)

$

(2,075)

$

(1,679)

$

37,440

$

32,615

Weighted average number of shares outstanding, basic and diluted

107,328

107,359

107,344

107,269

107,287

107,328

107,328

107,303

Net income (loss) per share, basic and diluted

$

(0.06)

$

0.15

$

0.09

$

(0.01)

$

(0.02)

$

(0.02)

$

0.35

$

0.30

June 30, 2021| Page 5


$ in thousands, except per share amounts)

Graphic

Condensed Consolidated Balance Sheets

(in thousands)

March 31,

June 30,

March 31,

June 30,

September 30,

December 31,

    

2021

2021

  

  

2020

2020

    

2020

    

2020

 

Assets:

Real estate assets:

Land

$

189,155

$

170,377

$

191,578

$

191,578

$

191,578

$

189,155

Buildings and improvements

1,954,838

1,731,690

1,941,952

1,964,308

1,983,979

1,938,629

Fixtures and equipment

13,308

11,643

11,917

12,250

12,714

12,949

2,157,301

1,913,710

2,145,447

2,168,136

2,188,271

2,140,733

Less accumulated depreciation

555,688

500,163

506,251

522,238

538,622

538,717

Real estate assets, net

1,601,613

1,413,547

1,639,196

1,645,898

1,649,649

1,602,016

Acquired real estate leases, net

25,836

21,932

37,270

34,022

31,011

28,206

Cash, cash equivalents and restricted cash

4,113

24,180

17,283

2,890

4,840

4,150

Tenant rent receivables, net

4,337

3,116

3,609

4,192

4,007

7,656

Straight-line rent receivable, net

69,743

61,475

68,317

69,062

71,033

67,789

Prepaid expenses and other assets

5,873

5,405

7,486

6,506

6,538

5,752

Related party mortgage loan receivable

21,000

21,000

21,000

21,000

21,000

21,000

Office computers and furniture, net of accumulated depreciation

147

167

215

196

178

163

Deferred leasing commissions, net

56,771

49,793

53,251

51,669

51,765

56,452

Total assets

$

1,789,433

$

1,600,615

$

1,847,627

$

1,835,435

$

1,840,021

$

1,793,184

Liabilities and Stockholders’ Equity:

Liabilities:

Bank note payable

$

27,500

$

$

30,000

$

30,000

$

30,000

$

3,500

Term loan payable, net of unamortized financing costs

717,668

563,151

766,124

766,493

766,863

717,323

Series A & Series B Senior Notes

199,219

199,260

199,055

199,096

199,137

199,178

Accounts payable and accrued expenses

63,456

50,799

57,076

55,712

69,905

72,058

Accrued compensation

1,390

2,309

1,335

2,278

3,634

3,918

Tenant security deposits

8,041

6,807

9,615

9,155

9,435

8,677

Lease liability

1,444

1,350

1,803

1,716

1,627

1,536

Other liabilities: derivative liabilities

13,698

9,425

23,035

22,958

20,157

17,311

Acquired unfavorable real estate leases, net

1,433

829

2,266

2,024

1,798

1,592

Total liabilities

1,033,849

833,930

1,090,309

1,089,432

1,102,556

1,025,093

Commitments and contingencies

Stockholders’ Equity:

Preferred stock

Common stock

11

11

11

11

11

11

Additional paid-in capital

1,357,131

1,357,469

1,356,794

1,357,131

1,357,131

1,357,131

Accumulated other comprehensive loss

(13,698)

(9,425)

(23,035)

(22,958)

(20,157)

(17,311)

Accumulated distributions in excess of accumulated earnings

(587,860)

(581,370)

(576,452)

(588,181)

(599,520)

(571,740)

Total stockholders’ equity

755,584

766,685

757,318

746,003

737,465

768,091

Total liabilities and stockholders’ equity

$

1,789,433

$

1,600,615

$

1,847,627

$

1,835,435

$

1,840,021

$

1,793,184

June 30, 2021| Page 6


Graphic

Condensed Consolidated Statements of Cash Flows

(in thousands)

Six Months Ended June 30,

2021

2020

Cash flows from operating activities:

Net income (loss)

$

9,689

$

(3,146)

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization expense

44,910

46,055

Amortization of above and below market leases

(38)

(147)

Shares issued as compensation

338

337

Loss on extinguishment of debt

167

Gain on sale of properties, net

(20,626)

Decrease in allowance for doubtful accounts
and write-off of accounts receivable

(13)

Changes in operating assets and liabilities:

Tenant rent receivables

4,540

(328)

Straight-line rents

(2,858)

(1,343)

Lease acquisition costs

(623)

(838)

Prepaid expenses and other assets

(485)

21

Accounts payable and accrued expenses

(18,520)

(10,006)

Accrued compensation

(1,609)

(1,122)

Tenant security deposits

(1,870)

(191)

Payment of deferred leasing commissions

(6,926)

(3,682)

Net cash provided by operating activities

6,089

25,597

Cash flows from investing activities:

Property improvements, fixtures and equipment

(36,957)

(43,189)

Proceeds received on sale of properties

228,717

Net cash provided by (used in) investing activities

191,760

(43,189)

Cash flows from financing activities:

Distributions to stockholders

(19,319)

(19,308)

Borrowings under bank note payable

66,500

60,000

Repayments of bank note payable

(70,000)

(30,000)

Repayment of term loan payable

(155,000)

Net cash provided by (used in) financing activities

(177,819)

10,692

Net increase (decrease) in cash, cash equivalents and restricted cash

20,030

(6,900)

Cash, cash equivalents and restricted cash, beginning of period

4,150

9,790

Cash, cash equivalents and restricted cash, end of period

$

24,180

$

2,890

June 30, 2021| Page 7


Graphic

Property Net Operating Income (NOI)* with

Same Store Comparison (in thousands)

Rentable

Six Months

Six Months

 

Square Feet

Three Months Ended

Ended

Three Months Ended

Ended

Inc

%

 

(in thousands)

    

or RSF

   

31-Mar-21

   

30-Jun-21

   

30-Jun-21

   

31-Mar-20

   

30-Jun-20

   

30-Jun-20

   

(Dec)

   

Change

 

Region

East

 

437

 

$

592

 

$

685

 

$

1,277

 

$

896

 

$

1,218

 

$

2,114

 

$

(837)

 

(39.6)

%

MidWest

 

1,558

 

5,378

 

5,252

 

10,630

 

5,485

 

5,089

 

10,574

 

56

 

0.5

%

South

 

3,202

 

9,555

 

9,207

 

18,762

 

10,312

 

9,975

 

20,287

 

(1,525)

 

(7.5)

%

West

 

2,624

 

10,369

 

9,902

 

20,271

 

11,463

 

11,211

 

22,674

 

(2,403)

 

(10.6)

%

Property NOI* from Operating Properties

 

7,821

 

25,894

 

25,046

 

50,940

 

28,156

 

27,493

 

55,649

 

(4,709)

 

(8.5)

%

Dispositions and Redevelopment Properties (a)

519

 

3,867

 

2,954

 

6,821

 

4,718

 

4,703

 

9,421

 

(2,600)

 

(2.7)

%

Property NOI*

8,340

 

$

29,761

 

$

28,000

 

$

57,761

 

$

32,874

 

$

32,196

 

$

65,070

 

$

(7,309)

 

(11.2)

%

 

Same Store

 

$

25,894

 

$

25,046

 

$

50,940

 

$

28,156

 

$

27,493

 

$

55,649

 

$

(4,709)

 

(8.5)

%

Less Nonrecurring

Items in NOI* (b)

 

32

 

34

 

66

 

26

 

810

 

836

 

(770)

 

1.3

%

Comparative

Same Store

 

$

25,862

 

$

25,012

 

$

50,874

 

$

28,130

 

$

26,683

 

$

54,813

 

$

(3,939)

 

(7.2)

%


(a)We define redevelopment properties as properties being developed, redeveloped or where redevelopment is complete, but are in lease-up and that are not stabilized. We also include properties that have been placed in service, but that do not have operating activity for all periods presented.
(b)Nonrecurring items in NOI include proceeds from bankruptcies, lease termination fees or other significant nonrecurring income or expenses, which may affect comparability.

*

See Appendix for Non-GAAP Financial Measures Definitions beginning on page 29.

June 30, 2021| Page 8


Graphic

FFO* & AFFO* Reconciliation

(in thousands, except per share amounts)

Six Months

Year

Three Months Ended

Ended

Three Months Ended

Ended

    

31-Mar-21

    

30-Jun-21

    

30-Jun-21

 

 

31-Mar-20

    

30-Jun-20

    

30-Sep-20

    

31-Dec-20

    

31-Dec-20

 

Net income (loss)

$

(6,460)

$

16,149

$

9,689

$

(1,071)

$

(2,075)

$

(1,679)

$

37,440

$

32,615

Gain on sale of properties, net

(20,626)

(20,626)

(41,928)

(41,928)

Depreciation & amortization

24,349

19,130

43,479

22,265

22,170

21,989

21,820

88,244

NAREIT FFO*

17,889

14,653

32,542

21,194

20,095

20,310

17,332

78,931

Lease Acquisition costs

116

69

185

98

99

136

134

467

Funds From Operations (FFO)*

$

18,005

$

14,722

$

32,727

$

21,292

$

20,194

$

20,446

$

17,466

$

79,398

Adjusted Funds From Operations (AFFO)*

Funds From Operations (FFO)*

$

18,005

$

14,722

$

32,727

$

21,292

$

20,194

$

20,446

$

17,466

$

79,398

Amortization of deferred financing costs

707

853

1,560

748

726

727

824

3,025

Shares issued as compensation

338

338

337

337

Straight-line rent

(1,904)

(1,041)

(2,945)

(966)

(377)

(1,293)

951

(1,685)

Tenant improvements

(4,491)

(4,277)

(8,768)

(10,716)

(13,531)

(8,022)

(837)

(33,106)

Leasing commissions

(2,597)

(1,922)

(4,519)

(2,730)

(603)

(2,033)

(7,432)

(12,798)

Non-investment capex

(5,336)

(3,793)

(9,129)

(4,527)

(6,581)

(6,373)

(6,105)

(23,586)

Adjusted Funds From Operations (AFFO)*

$

4,384

$

4,880

$

9,264

$

3,101

$

165

$

3,452

$

4,867

$

11,585

Per Share Data:

EPS

$

(0.06)

$

0.15

$

0.09

$

(0.01)

$

(0.02)

$

(0.02)

$

0.35

$

0.30

FFO*

0.17

0.14

0.30

0.20

0.19

0.19

0.16

0.74

AFFO*

0.04

0.05

0.09

0.03

0.00

0.03

0.05

0.11

Weighted Average Shares (basic and diluted)

107,328

107,359

107,344

107,269

107,287

107,328

107,328

107,303


*

See Appendix for Non-GAAP Financial Measures Definitions beginning on page 29.

June 30, 2021| Page 9


Graphic

EBITDA* & Adjusted EBITDA* Reconciliation

(in thousands, except ratio amounts)

Six Months

Year

Three Months Ended

Ended

Three Months Ended

Ended

    

31-Mar-21

    

30-Jun-21

30-Jun-21

31-Mar-20

    

30-Jun-20

    

30-Sep-20

    

31-Dec-20

    

31-Dec-20

 

 

Net income (loss)

$

(6,460)

$

16,149

$

9,689

$

(1,071)

$

(2,075)

$

(1,679)

$

37,440

$

32,615

Interest expense

8,600

10,054

18,654

9,063

8,980

8,953

9,030

36,026

Depreciation and amortization

24,349

19,130

43,479

22,265

22,170

21,989

21,820

88,244

Income taxes

67

56

123

68

64

71

47

250

EBITDA (1)*

$

26,556

$

45,389

$

71,945

$

30,325

$

29,139

$

29,334

$

68,337

$

157,135

Loss on extinguishment of debt

167

167

Gain on sale of properties, net

(20,626)

(20,626)

(41,928)

(41,928)

Adjusted EBITDA (1)*

$

26,556

$

24,930

$

51,486

$

30,325

$

29,139

$

29,334

$

26,409

$

115,207

Interest expense

$

8,600

$

10,054

$

18,654

$

9,063

$

8,980

$

8,953

$

9,030

$

36,026

Scheduled principal payments

Interest and scheduled principal payments

$

8,600

$

10,054

$

18,654

$

9,063

$

8,980

$

8,953

$

9,030

$

36,026

Interest coverage ratio (1)

3.09

2.48

2.76

3.35

3.24

3.28

2.92

3.20

Debt service coverage ratio (1)

3.09

2.48

2.76

3.35

3.24

3.28

2.92

3.20

Debt excluding unamortized financing costs

$

947,500

$

765,000

$

1,000,000

$

1,000,000

$

1,000,000

$

923,500

Cash, cash equivalents and restricted cash

4,113

24,180

17,283

2,890

4,840

4,150

Net Debt (Debt less Cash, cash equivalents and restricted cash)

$

943,387

$

740,820

$

982,717

$

997,110

$

995,160

$

919,350

Adjusted EBITDA (1)*

$

26,556

$

24,930

$

30,325

$

29,139

$

29,334

$

26,409

Annualized

$

106,224

$

99,720

$

121,300

$

116,556

$

117,336

$

105,636

Net Debt-to-Adjusted EBITDA ratio (1)*

8.9

7.4

8.1

8.6

8.5

8.7


*

See Appendix for Non-GAAP Financial Measures Definitions beginning on page 29. Amounts in the EBITDA and Adjusted EBITDA reconciliation do not reflect our proportionate share of interest expense, depreciation, amortization, income taxes, gains or losses on sales and debt from our investments in non-consolidated REITs, which are accounted for under the equity method.

(1) Includes a $3,084 (or $12,336 annualized) charge during the three months ended December 31, 2020 from a lease write-off of a tenant in the travel industry that filed for bankruptcy on December 21, 2020, and includes accrued rent (all of which was included within rental revenue). Management believes excluding the impact of this write-off may be more useful in making period to period comparisons of our leverage, Interest coverage and Debt service coverage ratios, and if such write-off were excluded, our Interest coverage ratio and our Debt service coverage ratio for the three months ended December 31, 2020 would have each been 3.26, and our Net Debt-to-Adjusted EBIDTA* ratio would have been 7.8 at December 31, 2020.

June 30, 2021| Page 10


Graphic

Reconciliation of Net Income (Loss) to Property NOI*

(in thousands)

Six Months

Year

Three Months Ended

Ended

Three Months Ended

Ended

    

31-Mar-21

    

30-Jun-21

    

30-Jun-21

    

31-Mar-20

    

30-Jun-20

    

30-Sep-20

    

31-Dec-20

    

31-Dec-20

 

Net income (loss)

$

(6,460)

$

16,149

$

9,689

$

(1,071)

$

(2,075)

$

(1,679)

$

37,440

$

32,615

Add (deduct):

Loss on extinguishment of debt

167

167

Gain on sale of properties, net

(20,626)

(20,626)

(41,928)

(41,928)

Management fee income

(465)

(403)

(868)

(478)

(446)

(484)

(464)

(1,872)

Depreciation and amortization

24,381

19,136

43,517

22,338

22,245

22,076

21,899

88,558

Amortization of above/below market leases

(32)

(6)

(38)

(73)

(75)

(86)

(79)

(313)

General and administrative

4,146

3,962

8,108

3,525

3,817

3,817

3,838

14,997

Interest expense

8,600

10,054

18,654

9,063

8,980

8,953

9,030

36,026

Interest income

(394)

(399)

(793)

(382)

(381)

(386)

(391)

(1,540)

Non-property specific items, net

(15)

(34)

(49)

(48)

131

(14)

35

104

Property NOI*

$

29,761

$

28,000

$

57,761

$

32,874

$

32,196

$

32,197

$

29,380

$

126,647


*

See Appendix for Non-GAAP Financial Measures Definitions beginning on page 29.

June 30, 2021| Page 11


Graphic

Debt Summary

(in thousands)

Maximum

Amount

Interest

Interest

Maturity

Amount

Drawn at

Rate (a)

Rate at

Facility

    

Date

    

of Loan

    

30-Jun-21

    

Components

    

30-Jun-21

    

Fee

 

BAML Revolver

12-Jan-22

$

600,000

$

Libor

 + 

1.55%

1.65%

0.30%

BAML Term Loan

12-Jan-23

400,000

400,000

1.12%

 + 

1.75%

2.87%

BMO Term Loan Tranche B

31-Jan-24

165,000

165,000

2.39%

 + 

1.65%

4.04%

Series A Senior Notes

20-Dec-24

116,000

116,000

4.49%

Series B Senior Notes

20-Dec-27

84,000

84,000

4.76%

$

1,365,000

$

765,000

3.58%

The table above is a summary of our debt.  Additional information on our debt can be found in our Annual Report on Form 10-K for the year ended December 31, 2020, as updated in our Quarterly Reports on Form 10-Q, on file with the U.S. Securities and Exchange Commission.  
The BAML Revolver is subject to a 30 basis point facility fee based on our credit rating and, when applied to our availability of $600 million at June 30, 2021, would be $1.8 million annually as of June 30, 2021.      
We incurred financing costs, some of which are deferred and amortized into interest expense during the terms of the loans we execute.  We estimate the annualized amount of the amortization included in interest expense will be approximately $2.5 million.    
On June 4, 2021, we repaid the JPM Term Loan, which had $100 million outstanding, the BMO Term Loan Tranche A, which had $55 million outstanding and repaid the drawn balance of our BAML Revolver , which had $47.5 million outstanding.  

(a)Interest rate excludes amortization of deferred financing costs and facility fees, which is discussed in the notes above.

June 30, 2021| Page 12


Graphic

Capital Analysis

(in thousands, except per share amounts)

31-Mar-21

30-Jun-21

31-Mar-20

30-Jun-20

30-Sep-20

31-Dec-20

Market Data:

    

    

  

  

    

    

    

  

Shares Outstanding

107,328

107,395

107,269

107,328

107,328

107,328

Closing market price per share

$

5.45

$

5.26

$

5.73

$

5.09

$

3.66

$

4.37

Market capitalization

$

584,939

$

564,896

$

614,653

$

546,301

$

392,821

$

469,024

Total debt outstanding excluding unamortized financing costs

947,500

765,000

1,000,000

1,000,000

1,000,000

923,500

Total Market Capitalization

$

1,532,439

$

1,329,896

$

1,614,653

$

1,546,301

$

1,392,821

$

1,392,524

Dividend Data:

Total dividends declared for the quarter

$

9,660

$

9,659

$

9,654

$

9,654

$

9,660

$

9,660

Common dividend declared per share

$

0.09

$

0.09

$

0.09

$

0.09

$

0.09

$

0.09

Declared dividend as a % of Net income (loss) per share

(150)%

60%

(901)%

(465)%

(575)%

26%

Declared dividend as a % of AFFO* per share

220%

198%

311%

5852%

280%

198%

Liquidity:

Cash, cash equivalents and restricted cash

$

4,113

$

24,180

$

17,283

$

2,890

$

4,840

$

4,150

Revolver:

Gross potential available under the BAML Revolver

600,000

600,000

600,000

600,000

600,000

600,000

Less:

Outstanding balance

(27,500)

(30,000)

(30,000)

(30,000)

(3,500)

Total Liquidity

$

576,613

$

624,180

$

587,283

$

572,890

$

574,840

$

600,650


*

See page 9 for a reconciliation of Net Income (Loss) to AFFO and the Appendix for Non-GAAP Financial Measures Definitions beginning on page 29.

June 30, 2021| Page 13


Graphic

Owned Portfolio Overview

As of the Quarter Ended

    

30-Jun-21

31-Mar-21

31-Dec-20

30-Sep-20

30-Jun-20

 

Operating Properties:

Number of properties

29

33

32

32

32

Square feet

8,228,148

9,548,810

9,331,489

9,526,822

9,508,226

Leased percentage

79.5%

81.9%

85.0%

85.6%

84.5%

Redevelopment Properties (a):

Number of properties

1

1

2

3

3

Square feet

111,469

111,469

324,651

388,849

405,215

Leased percentage

0.0%

0.0%

48.0%

53.0%

55.8%

Total Owned Properties:

Number of properties

30

34

34

35

35

Square feet

8,339,617

9,660,279

9,656,140

9,915,671

9,913,441

Leased percentage

78.5%

81.0%

83.8%

84.3%

83.3%

Managed Properties - Single Asset REITs (SARs):

Number of properties

2

2

2

2

2

Square feet

348,545

348,545

348,545

348,545

348,545

Total Operating, Redevelopment and Managed Properties:

Number of properties

32

36

36

37

37

Square feet

8,688,162

10,008,824

10,004,685

10,264,216

10,261,986

(a)We define redevelopment properties as properties being developed, redeveloped or where redevelopment is complete, but are in lease-up and that are not stabilized.

June 30, 2021| Page 14


Graphic

Owned Portfolio Overview

Percent

Wtd Occupied

GAAP

Percent

Wtd Occupied

GAAP

MSA / Property Name

    

City

    

State

    

Square Feet

    

Leased

    

Percentage (a)

    

Rent (b)

    

    

MSA / Property Name

    

City

    

State

    

Square Feet

    

Leased

    

Percentage (a)

    

Rent (b)

 

Owned Properties:

East Region

Midwest Region

Washington, D.C.

Chicago

Meadow Point

Chantilly

VA

138,537

91.1%

70.3%

$

25.80

Northwest Point

Elk Grove Village

IL

177,095

100.0%

100.0%

$

30.07

Stonecroft (c)

Chantilly

VA

111,469

0.0%

0.0%

$

909 Davis Street

Evanston

IL

195,098

93.3%

93.3%

$

40.31

Richmond, VA

Indianapolis

Innsbrook

Glen Allen

VA

298,183

57.2%

57.2%

$

18.65

River Crossing

Indianapolis

IN

205,729

100.0%

99.8%

$

24.57

Charlotte, NC

St. Louis

Forest Park

Charlotte

NC

64,198

78.4%

34.5%

$

27.31

Timberlake

Chesterfield

MO

234,496

100.0%

95.7%

$

30.42

Timberlake East

Chesterfield

MO

117,036

100.0%

83.6%

$

27.01

Minneapolis

121 South 8th Street

Minneapolis

MN

298,121

91.6%

83.2%

$

23.12

801 Marquette Ave

Minneapolis

MN

129,821

91.8%

37.0%

$

34.37

Plaza Seven

Minneapolis

MN

330,096

85.5%

85.6%

$

33.20

East Region Total

612,387

56.7%

47.4%

$

21.71

Midwest Region Total

1,687,492

94.3%

86.8%

$

29.99


(a)Weighted Occupied Percentage for the six months ended June 30, 2021.
(b)Weighted Average GAAP Rent per Occupied Square Foot.
(c)We define redevelopment properties as properties being developed, redeveloped or where redevelopment is complete, but are in lease-up and that are not stabilized.

June 30, 2021| Page 15


Graphic

Owned Portfolio Overview

Percent

Wtd Occupied

GAAP

Percent

Wtd Occupied

GAAP

MSA / Property Name

    

City

    

State

    

Square Feet

    

Leased

    

Percentage (a)

    

Rent (b)

    

    

MSA / Property Name

    

City

    

State

    

Square Feet

    

Leased

    

Percentage (a)

    

Rent (b)

 

South Region

West Region

Dallas-Fort Worth

Denver

Legacy Tennyson Center

Plano

TX

207,049

41.1%

50.9%

$

21.54

380 Interlocken

Broomfield

CO

240,359

60.5%

66.8%

$

33.33

One Legacy Circle

Plano

TX

214,110

56.4%

56.4%

$

39.30

1999 Broadway

Denver

CO

680,255

66.5%

68.6%

$

33.51

Addison Circle

Addison

TX

289,325

83.7%

83.7%

$

32.67

Greenwood Plaza

Englewood

CO

196,236

100.0%

100.0%

$

24.93

Collins Crossing

Richardson

TX

300,887

84.4%

83.5%

$

27.48

390 Interlocken

Broomfield

CO

241,512

99.4%

99.4%

$

33.09

Liberty Plaza

Addison

TX

216,952

79.0%

73.5%

$

22.91

1001 17th Street

Denver

CO

655,420

95.2%

95.6%

$

36.80

600 17th Street

Denver

CO

610,730

84.9%

85.5%

$

32.67

Houston

West Region Total

2,624,512

82.9%

84.3%

$

33.42

Park Ten

Houston

TX

157,460

71.7%

71.7%

$

30.90

Eldridge Green

Houston

TX

248,399

100.0%

100.0%

$

28.24

Total Owned Properties

8,339,617

78.5%

77.6%

$

30.89

Park Ten Phase II

Houston

TX

156,746

95.0%

95.0%

$

29.25

Westchase I & II

Houston

TX

629,025

54.4%

52.3%

$

28.48

Miami-Ft. Lauderdale-West Palm Beach

Blue Lagoon Drive

Miami

FL

213,182

73.1%

60.9%

$

26.22

Atlanta

Pershing Plaza

Atlanta

GA

160,145

12.4%

84.5%

$

33.72

999 Peachtree

Atlanta

GA

621,946

85.0%

84.3%

$

34.61

South Region Total

3,415,226

71.2%

73.4%

$

30.24


(a)Weighted Occupied Percentage for the six months ended June 30, 2021.
(b)Weighted Average GAAP Rent per Occupied Square Foot.
(c)We define redevelopment properties as properties being developed, redeveloped or where redevelopment is complete, but are in lease-up and that are not stabilized.

June 30, 2021| Page 16


Graphic

Managed Portfolio Overview

MSA / Property Name

    

City

    

State

    

Square Feet

  

  

  

MSA / Property Name

    

City

    

State

    

Square Feet

 

Southeast Region

Midwest Region

Atlanta

Indianapolis

Satellite Place

Duluth

GA

134,785

Monument Circle

Indianapolis

IN

213,760

Southeast Region Total

134,785

Midwest Region Total

213,760

Total Managed

348,545

Total Owned & Managed

8,688,162

June 30, 2021| Page 17


Graphic

Tenants by Industry

(By Square Feet)

Graphic

June 30, 2021| Page 18


Graphic

20 Largest Tenants with Annualized Rent and Remaining Term

Remaining

Aggregate

% of Aggregate

Tenant

Number of

Lease Term

Leased

% of Total

Annualized

Leased

    

Name

    

Leases

    

in Months

    

Square Feet

    

Square Feet

    

Rent (a)

    

Annualized Rent

 

1

Centene Management Company, LLC (b)

3

108, 108, 108

317,101

3.8%

$

5,584,634

2.8%

2

CITGO Petroleum Corporation

1

141

248,399

3.0%

2,923,656

1.5%

3

Ovintiv USA Inc. (c)

1

8

234,495

2.8%

10,042,951

5.1%

4

Eversheds Sutherland (US) LLP

1

58

179,868

2.2%

6,254,543

3.2%

5

EOG Resources, Inc.

1

66

169,167

2.0%

6,196,587

3.1%

6

US Government (d)

2

55, 115

168,573

2.0%

6,316,007

3.2%

7

The Vail Corporation

1

105

164,636

2.0%

5,681,289

2.9%

8

Lennar Homes, LLC

1

189

155,808

1.9%

4,128,912

2.1%

9

Citicorp Credit Services, Inc

1

74

146,260

1.7%

4,766,613

2.4%

10

Kaiser Foundation Health Plan

1

35

120,979

1.4%

3,727,645

1.9%

11

Argo Data Resource Corporation (e)

1

27, 110

114,200

1.4%

3,256,984

1.7%

12

VMWare, Inc.

1

59

100,853

1.2%

3,456,232

1.7%

13

Deluxe Corporation (f)

1

193

98,922

1.2%

0.0%

14

Ping Identity Corp.

1

60

89,856

1.1%

3,529,544

1.8%

15

Common Grounds, LLC (g)

2

120, 135

76,984

0.9%

3,079,379

1.6%

16

Somerset CPAs, P.C. (h)

1

12, 136

71,163

0.9%

1,754,286

0.9%

17

ADS Alliance Data Systems, Inc.

1

60

67,274

0.8%

2,669,272

1.4%

18

PricewaterhouseCoopers LLP

1

91

66,304

0.8%

2,391,616

1.2%

19

DirecTV, Inc.

1

7

66,226

0.8%

2,040,423

1.0%

20

Hall and Evans, LLC

1

86

65,878

0.8%

2,465,504

1.2%

Total

2,722,946

32.7%

$

80,266,077

40.7%


Footnotes on next page

June 30, 2021| Page 19


Graphic

20 Largest Tenants with Annualized Rent and Remaining Term

Footnotes:

(a) Annualized rent represents the monthly rent charged, including tenant reimbursements, for each lease in effect at June 30, 2021 multiplied by 12. Tenant reimbursements generally include payment of real estate taxes, operating expenses and common area maintenance and utility charges.

(b)

Includes 70,881 square feet, which commences in 2022 and is currently occupied by another tenant with a lease expiring December 31, 2021.

(c) Includes 67,856 square feet that was re-leased by a new tenant on March 1, 2022 and expiring in 2031.

(d) Includes 43,573 square feet expiring in 2026. The remaining 125,000 square feet expire in 2031.

(e) Includes 28,550 square feet, expiring in 2023. The remaining 85,650 square feet expire in 2030.

(f) Lease commenced on July 1, 2021 and rent commences on July 31, 2022.

(g) Includes 27,478 square feet expiring in 2031. The remaining 49,506 square feet expire in 2032.

(h) Includes 707 square feet expring in 2022 and 70,456 square feet expiring in 2032.

June 30, 2021| Page 20


Graphic

Leasing Activity

(Owned Portfolio)

Year

Year

    

Six Months Ended

Ended

    

Ended

    

 

Leasing Activity (a)

30-Jun-21

30-Jun-20

31-Dec-20

31-Dec-19

(in Square Feet - SF)

New leasing

98,000

166,000

368,000

534,000

Renewals and expansions

465,000

158,000

762,000

883,000

563,000

324,000

1,130,000

1,417,000

Other information per SF

(Activity on a year-to-date basis)

GAAP Rents on leasing

$

29.51

$

31.28

$

28.47

$

31.78

Weighted average lease term

8.3 Years

6.1 Years

8.3 Years

8.3 Years

Increase or decrease over average GAAP rents in prior year (b)

0.8%

10.3%

7.7%

10.9%

Average free rent

8 Months

4 Months

5 Months

3 Months

Tenant Improvements

$

16.62

$

22.91

$

34.07

$

34.44

Leasing Costs

$

10.03

$

7.85

$

11.36

$

13.51

(a)  Leasing activity includes leasing at redevelopment properties. We define redevelopment properties as properties being developed, redeveloped or where redevelopment is complete, but are in lease-up and that are not stabilized.

(b)  The increase or decrease percentage is calculated by comparing average GAAP rents at properties that had leasing activity in the current year to average GAAP rents at the same properties in the prior year.

June 30, 2021| Page 21


Graphic

Lease Expirations by Square Feet (a)

(Owned Portfolio)

Graphic

(a)Lease expirations include leases in redevelopment properties. We define redevelopment properties as properties being developed, redeveloped or where redevelopment is complete, but are in lease-up and that are not stabilized.

June 30, 2021| Page 22


Graphic

Lease Expirations with Annualized Rent per Square Foot

(Owned Portfolio)

Rentable

Annualized

Percentage

Number of

Square

Rent

of Total

Year of

Leases

Footage

Annualized

Per Square

Annualized

Lease

Expiring

Subject to

Rent Under

Foot Under

Rent Under

Expiration

Within the

Expiring

Expiring

Expiring

Expiring

Cumulative

December 31,

    

Year (a)

    

Leases

    

Leases (b)

    

Leases

    

Leases

Total

 

2021

23

(c)

138,940

$

4,476,736

$

32.22

2.3%

2.3%

2022

63

700,637

26,054,041

37.19

13.2%

15.5%

2023

55

364,384

12,325,011

33.82

6.2%

21.7%

2024

57

807,949

25,239,602

31.24

12.8%

34.5%

2025

45

481,670

15,532,032

32.25

7.9%

42.4%

2026

38

764,039

25,341,738

33.17

12.8%

55.2%

2027

23

742,616

22,600,302

30.43

11.5%

66.7%

2028

22

386,719

9,582,253

24.78

4.9%

71.6%

2029

10

313,971

10,209,035

32.52

5.1%

76.7%

2030

9

735,881

19,296,851

26.22

9.8%

86.5%

2031 and thereafter

57

1,107,752

(d)

26,678,361

24.08

13.5%

100.0%

Leased total

402

6,544,558

$

197,335,962

$

30.15

100.0%

Vacancies as of 6/30/21

1,683,590

Redevelopment properties (e)

111,469

Total Portfolio Square Footage

8,339,617


(a)The number of leases approximates the number of tenants. Tenants with lease maturities in different years are included in annual totals for each lease. Tenants may have multiple leases in the same year. Includes annualized rent from redevelopment properties. We define redevelopment properties as properties being developed, redeveloped or where redevelopment is complete, but are in lease-up and that are not stabilized.
(b)Annualized rent represents the monthly rent charged, including tenant reimbursements, for each lease in effect at June 30, 2021 multiplied by 12. Tenant reimbursements generally include payment of real estate taxes, operating expenses and common area maintenance and utility charges.
(c)Includes 4 leases that are month-to-month.
(d)Includes 92,031 square feet that are non-revenue producing building amenities.
(e)Redevelopment properties include properties being developed, redeveloped, or where redevelopment is complete, but are in lease-up and that are not stabilized.

June 30, 2021| Page 23


Graphic

Redevelopment Activity

(in 000's except square feet)

Estimated

Estimated

Incurred

Percent

Estimated

Leased

Occupied

Rentable

Anticipated

Through

Leased

Completion

Stabilization

Stabilization

Property Name

    

City

    

State

    

Square Feet

    

Investment (1)

    

30-Jun-21

    

30-Jun-21

    

Date

    

Date

    

Date

Redevelopment in Process

Stonecroft

Chantilly

VA

111,469

$

4,455

$

3,004

0.0%

August-21

January-22

December-22

Total Office in Process

111,469

$

4,455

$

3,004

Anticipated Investment includes capitalized redevelopment costs and capitalized interest, but excludes lease-up costs.

(1)On July 9, 2021, we entered into a Purchase and Sale Agreement with a third-party buyer for the disposition of Stonecroft and our other office property located in Chantilly, Virginia for a purchase price of approximately $40 million. Assuming satisfaction of certain customary conditions to close, including successful completion by the buyer of a due diligence inspection period, the closing of the sale of the properties is expected to take place on or about September 9, 2021. However, if the sale of Stonecroft does not occur, we expect to incur additional lease-up and stabilization costs prior to the property becoming an operating property.

June 30, 2021| Page 24


Graphic

Capital Expenditures

(in thousands)

Six Months

For the Three Months Ended

Ended

    

31-Mar-21

    

30-Jun-21

    

30-Jun-21

Tenant improvements

$

4,491

$

4,277

$

8,768

Deferred leasing costs

2,597

1,922

4,519

Non-investment capex

5,336

3,793

9,129

Total Capital Expenditures

$

12,424

$

9,992

$

22,416

For the Three Months Ended

Year Ended

    

31-Mar-20

    

30-Jun-20

    

30-Sep-20

    

31-Dec-20

    

31-Dec-20

Tenant improvements

$

10,716

$

13,531

$

8,022

$

837

$

33,106

Deferred leasing costs

2,730

603

2,033

7,432

12,798

Non-investment capex

4,527

6,581

6,373

6,105

23,586

Total Capital Expenditures

$

17,973

$

20,715

$

16,428

$

14,374

$

69,490


First generation leasing and investment capital was $18.8 million for six months ended June 30, 2021 and $19.7 million for the year ended December 31, 2020.

June 30, 2021| Page 25


Graphic

Transaction Activity

(in thousands except for Square Feet)

Recent Acquisitions:

    

City

    

State

    

Square Feet

    

Date Acquired

    

Purchase Price

 

2016

Plaza Seven

Minneapolis

MN

325,796

6/6/16

$

82,000

Pershing Plaza

Atlanta

GA

160,145

8/10/16

45,450

600 17th Street

Denver

CO

613,527

12/1/16

154,260

Recent Dispositions:

Gross Sale

Gain (loss)

    

City

    

State

    

Square Feet

    

Date Sold

    

Proceeds

    

on Sale

 

2021

One Ravinia

Atlanta

GA

386,602

5/27/21

$

74,879

$

29,075

Two Ravinia

Atlanta

GA

411,047

5/27/21

71,771

35

One Overton Park

Atlanta

GA

387,267

5/27/21

72,850

(6,336)

Loudoun Tech Center

Dulles

VA

136,658

6/29/21

17,250

(2,148)

2020

Emperor Boulevard

Durham

NC

259,531

12/23/20

$

89,700

$

41,928

2017

Hillview

Milpitas

CA

36,288

1/6/17

$

6,342

$

2,289

East Baltimore

Baltimore

MD

325,445

10/20/17

32,547

(20,770)

2016

Lakeside I

Maryland Heights

MO

127,778

4/5/16

$

20,189

$

4,154

Federal Way

Federal Way

WA

117,010

12/16/16

7,500

(7,092)

June 30, 2021| Page 26


Graphic

Loan Portfolio of Secured Real Estate

(in thousands)

(dollars in thousands, except footnotes)

Maximum

Amount

Interest

Maturity

Amount

Outstanding

Rate at

Sponsored REIT

    

Location

    

Date

    

of Loan

    

30-Jun-21

    

30-Jun-21

 

Mortgage loan secured by property

FSP Monument Circle LLC (1)

Indianapolis, IN

6-Dec-22

$

21,000

$

21,000

7.51%

$

21,000

$

21,000


(1)Includes an origination fee of $164,000 and an exit fee of $38,000 when repaid by the borrower.

June 30, 2021| Page 27


Graphic

Net Asset Value Components

(in thousands except per share data)

As of

Assets:

Other information:

    

30-Jun-21

 

    

Loans outstanding on secured RE

    

$

21,000

 

    

Leased SF to be FFO producing

    

Total Market Capitalization Values

Investments in SARs (book basis)

during 2021 and 2022 (in 000's)

216

Shares outstanding

107,394.8

Straight-line rent receivable

61,475

Closing price

$

5.26

Asset held for sale

Straight-line rental revenue current quarter

$

1,041

Market capitalization

$

564,896

Cash, cash equivalents and restricted cash

24,180

Debt

765,000

Tenant rent receivables

3,116

Management fee income current quarter

$

19

Total Market Capitalization

$

1,329,896

Prepaid expenses

3,436

Interest income from secured loans

398

Office computers and furniture

167

Management fees and interest income from loans

$

417

Other assets:

3 Months

Deferred financing costs, net

3,287

Ended

Other assets: Derivative Market Value

NOI Components

30-Jun-21

Other assets - Right-to-Use Asset

1,271

$

117,932

Same Store NOI (1)

$

25,046

Acquisitions (1) (2)

Liabilities:

Footnotes to the components

Property NOI (1)

25,046

Debt (excluding contra for unamortized financing costs)

$

765,000

Full quarter adjustment (3)

Accounts payable & accrued expenses

53,108

(1) See pages 11 & 30 for definitions and reconciliations.

Stabilized portfolio

$

25,046

Tenant security deposits

6,807

Other liabilities: lease liability

1,350

(2) Includes NOI from acquisitions not in Same Store.

Other liabilities: derivative liability

9,425

Financial Statement Reconciliation:

$

835,690

(3) Adjustment to reflect property NOI for a full quarter in the quarter acquired, if necessary.

Rental Revenue

$

55,722

Rental operating expenses

(15,352)

(4) HB3 Tax in Texas is classified as an income tax, though we treat it as a real estate tax in Property NOI.

Real estate taxes and insurance

(11,895)

NOI from dispositions & redevelopment properties

(2,954)

(5) Management & other fees are eliminated in consolidation but included in Property NOI.

Taxes (4)

(56)

Management & other fees (5)

(419)

Property NOI (1)

$

25,046

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Appendix: Non-GAAP Financial Measure Definitions

Definition of Funds From Operations (“FFO”)

The Company evaluates performance based on Funds From Operations, which we refer to as FFO, as management believes that FFO represents the most accurate measure of activity and is the basis for distributions paid to equity holders.  The Company defines FFO as net income or loss (computed in accordance with GAAP), excluding gains (or losses) from sales of property, hedge ineffectiveness, acquisition costs of newly acquired properties that are not capitalized and lease acquisition costs that are not capitalized plus depreciation and amortization, including amortization of acquired above and below market lease intangibles and impairment charges on mortgage loans, properties or investments in non-consolidated REITs, and after adjustments to exclude equity in income or losses from, and, to include the proportionate share of FFO from, non-consolidated REITs.

FFO should not be considered as an alternative to net income or loss (determined in accordance with GAAP), nor as an indicator of the Company’s financial performance, nor as an alternative to cash flows from operating activities (determined in accordance with GAAP), nor as a measure of the Company’s liquidity, nor is it necessarily indicative of sufficient cash flow to fund all of the Company’s needs.

Other real estate companies and the National Association of Real Estate Investment Trusts, or NAREIT, may define this term in a different manner. We have included the NAREIT FFO definition as of May 17, 2016 in the table on page 9 and note that other REITs may not define FFO in accordance with the current NAREIT definition or may interpret the current NAREIT definition differently than we do.

We believe that in order to facilitate a clear understanding of the results of the Company, FFO should be examined in connection with net income or loss and cash flows from operating, investing and financing activities in the consolidated financial statements.

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Appendix: Non-GAAP Financial Measure Definitions

Definition of Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA)
and Adjusted EBITDA

EBITDA is defined as net income or loss plus interest expense, income tax expense and depreciation and amortization expense. Adjusted EBITDA is defined as EBITDA excluding hedge ineffectiveness, gains or losses on extinguishment of debt, gains and losses on sales of properties or shares of equity investments or provisions for losses on assets held for sale or equity investments. EBITDA and Adjusted EBITDA are not intended to represent cash flow for the period, are not presented as an alternative to operating income as an indicator of operating performance, should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP and are not indicative of operating income or cash provided by operating activities as determined under GAAP. EBITDA and Adjusted EBITDA are presented solely as a supplemental disclosure with respect to liquidity because the Company believes it provides useful information regarding the Company's ability to service or incur debt. Because all companies do not calculate EBITDA or Adjusted EBITDA the same way, this presentation may not be comparable to similarly titled measures of other companies. The Company believes that net income or loss is the financial measure calculated and presented in accordance with GAAP that is most directly comparable to EBITDA and Adjusted EBITDA.

Definition of Property Net Operating Income (Property NOI)

The Company provides property performance based on Net Operating Income, which we refer to as NOI. Management believes that investors are interested in this information. NOI is a non-GAAP financial measure that the Company defines as net income or loss (the most directly comparable GAAP financial measure) plus general and administrative expenses, depreciation and amortization, including amortization of acquired above and below market lease intangibles and impairment charges, interest expense, less equity in earnings of nonconsolidated REITs, interest income, management fee income, hedge ineffectiveness, gains or losses on extinguishment of debt, gains or losses on the sale of assets and excludes non-property specific income and expenses. The information presented includes footnotes and the data is shown by region with properties owned in the periods presented, which we call Same Store. The comparative Same Store results include properties held for the periods presented and exclude properties that are redevelopment properties.  We also exclude properties that have been placed in service, but that do not have operating activity for all periods presented, dispositions and significant nonrecurring income such as bankruptcy settlements and lease termination fees.  We define redevelopment properties as properties being developed, redeveloped or where redevelopment is complete, but are in lease-up and that are not stabilized.  NOI, as defined by the Company, may not be comparable to NOI reported by other REITs that define NOI differently. NOI should not be considered an alternative to net income or loss as an indication of our performance or to cash flows as a measure of the Company's liquidity or its ability to make distributions.

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Appendix: Non-GAAP Financial Measure Definitions

Definition of Adjusted Funds From Operations (AFFO)

The Company also evaluates performance based on Adjusted Funds From Operations, which we refer to as AFFO.  The Company defines AFFO as (1) FFO, (2) excluding our proportionate share of FFO and including distributions received, from non-consolidated REITs, (3) excluding the effect of straight-line rent, (4) plus the amortization of deferred financing costs, (5) plus the value of shares issued for compensation and (6) less recurring capital expenditures that are generally for maintenance of properties, which we call non-investment capex or are second generation capital expenditures.  Second generation costs include re-tenanting space after a tenant vacates, which include tenant improvements and leasing commissions.  

We exclude development/redevelopment activities, capital expenditures planned at acquisition and costs to reposition a property. We also exclude first generation leasing costs, which are generally to fill vacant space in properties we acquire or were planned for at acquisition.  

AFFO should not be considered as an alternative to net income or loss (determined in accordance with GAAP), nor as an indicator of the Company’s financial performance, nor as an alternative to cash flows from operating activities (determined in accordance with GAAP), nor as a measure of the Company’s liquidity, nor is it necessarily indicative of sufficient cash flow to fund all of the Company’s needs.  Other real estate companies may define this term in a different manner.  We believe that in order to facilitate a clear understanding of the results of the Company, AFFO should be examined in connection with net income or loss and cash flows from operating, investing and financing activities in the consolidated financial statements.  

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Investor Relations Contact

Georgia Touma ~ 877.686.9496

[email protected]

Franklin Street Properties Corp.

Supplemental Operating & Financial Data

401 Edgewater Place ~Wakefield, MA 01880

781.557.1300 ~ www.fspreit.com

June 30, 2021| Page 32